Rutter and Buying Group Announce Agreement to Proceed

Mar 18, 14

The Offeror intends to implement a subsequent acquisition transaction to acquire all remaining Rutter Shares not tendered to the Offer as described in the take- over bid circular. The consideration payable under such transaction will be identical to the consideration under the Offer. A meeting of shareholders will be called  in April 2014 to approve such transaction, which will require approval by (i) two-thirds of votes cast at the meeting by holders of Rutter Shares as at the record date for the meeting, and (ii) a majority of the votes cast by holders of Rutter Shares as at the record date for the meeting excluding the Rutter Shares held by the Offeror and its related parties at the time of commencement of the Offer. Based on the number of Rutter Shares acquired under the Offer, the Offeror and its related parties will have enough votes to approve the transaction without the support of any other shareholders of Rutter. A management information circular respecting the subsequent acquisition transaction will be prepared and provided to holders of Rutter Shares by the Company. The Company expects to announce the record date and meeting date for the meeting of shareholders as well as the availability of this management information circular by March 31, 2014.

Upon completion of the subsequent acquisition transaction, the Company will apply to de-list the Rutter Shares from the Toronto Stock Exchange and will cause the Company to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of the Company  or the Offeror.


About 8758875 Canada Inc. - The Offeror is a company wholly-owned by Messrs. Fraser Edison, Donald Clarke, Ryan Hinz and James White (each a director of the Company). Mr. Edison is also the Chief Executive Officer of the Company. The Offeror was incorporated for the sole purpose of making the Offer and has not conducted any business activities to date.